8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 3, 2022

GAMCO INVESTORS, INC. ET AL

(Exact name of registrant as specified in its charter)

DE	001-14761	13-4007862
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

191 Mason Street Greenwich, CT	06830
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code (203) 629-2726

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	GBL	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

  The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition."

 On February 3, 2022, GAMCO Investors, Inc. ("GAMCO") announced its results of operations for the quarter and year ended December 31, 2021.  A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

  The information furnished under Item 2.02, including the exhibit attached hereto, is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

  (d)    Exhibits

Exhibit
Number	Description
99.1	GAMCO's Press Release, dated February 3, 2022

Exhibit Index

Exhibit
Number	Description
99.1	GAMCO's Press Release, dated February 3, 2022

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GAMCO Investors, Inc.

By: /s/ Kieran Caterina

Kieran Caterina

Senior Vice President and Principal Financial Officer

Date:February 3, 2022

EX-99.1

Exhibit 99.1

For Immediate Release:	Contact:	Howard Green
		SVP of Corporate Development (914) 921-7729
		For further information please visit
		www.gabelli.com

GAMCO Investors, Inc. Reports Results for the Year Ended December 31, 2021

- GAAP earnings of $2.73 per share compared to $2.20 per share in 2020

- Net income for 2021 was $73.2 million, an increase of $14.5 million

- December 31, 2021 AUM was $35.0 billion versus $32.6 billion at prior year end

Greenwich, Connecticut, February 3, 2022 – GAMCO Investors, Inc. (“GAMCO”) (NYSE: GBL) today reported its operating results for the year ended December 31, 2021.

Full Year Results

Financial Highlights (Unaudited)
	Year Ended
(In thousands, except per share data)	December 31, 2021		December 31, 2020
U.S. GAAP Basis
Revenues	$	301,126	$	259,726
Operating income		117,420		99,609
Net income		73,199		58,693
Diluted earnings per common share	$	2.73	$	2.20
Weighted average diluted shares outstanding		26,809		26,680
Shares outstanding		26,728		27,503
Assets Under Management
AUM - end of period (in millions)	$	34,982	$	32,561
AUM - average (in millions)		34,272		30,992

Giving Back to Society – (Y)our “S” in ESG

We are committed to allowing our shareholders to choose the recipients of our charitable contributions.  The advantage of our shareholder designated charitable contribution (“SDCC”) program is that shareholders designate the 501(c)(3) organizations rather than leaving the selection of charities to the management via a corporate foundation.

The Board of Directors of GAMCO approved a $0.50 per share SDCC for all shareholders of record on December 21, 2021, doubling the prior year’s $0.25 per share designation under the program. We estimate this will total approximately $11.3 million. Since the inception of GAMCO’s SDCC program in 2013, and counting this current amount, shareholders will have designated charitable gifts of $48 million to approximately 350 charitable organizations. When combined with our other charitable donations, this boosts our total contributions to approximately $74 million since our initial public offering in February 1999.

This charitable program underscores our commitment to giving back to society, which emanated in part from our management of socially responsible portfolios since 1987.

New Climate and Environmental Initiative

In February 2021, we launched Love Our Planet & People (NYSE: LOPP), an actively managed, semi-transparent ETF with an emphasis on the environment, the “E” in ESG. The Fund’s adviser agreed to waive the Fund’s expenses, including management fee, on the first $100 million in net assets for one year from commencement of the Fund’s operations.

Results for the Fourth Quarter

Revenues

- Revenues for the fourth quarter of 2021 were $81.7 million compared with $71.3 million in the fourth quarter of 2020, including incentive fees of $9.2 million in the fourth quarter of 2021 versus $8.5 million in 2020.

- Investment advisory fees were $75.1 million in the fourth quarter of 2021 versus $64.9 million in the year ago quarter:

- Mutual Fund revenues were $46.1 million compared to $40.3 million in the fourth quarter of 2020.

- Institutional and Private Wealth Management revenues, which are generally billed on portfolio values at the beginning of the quarter, were $17.8 million compared to $15.0 million in last year’s fourth quarter.

- SICAV revenues were $2.0 million for the fourth quarter of 2021 as compared to $1.1 million in the year ago quarter.

- Distribution fees from our equity mutual funds and other income were $6.6 million during the fourth quarter of 2021 and $6.4 million in the prior year quarter.

Operating Income

Operating income was $29.4 million versus $23.7 million in the fourth quarter of 2020. Waivers of CEO compensation bolstered operating income by $7.6 million versus $4.7 million in the fourth quarter of 2020.

Non-Operating Income

Mark-to-market investment losses were $1.9 million in the fourth quarter of 2021 versus gains of $4.5 million in the fourth quarter of 2020. Interest expense was $0.8 million in the fourth quarter of 2021 versus $0.6 million in the fourth quarter of 2020. The fourth quarter of 2021 included an expense for the SDCC of $11.3 million.

Income Taxes

GAMCO’s effective tax rate for the quarter ended December 31, 2021 was 28.8% versus 28.4% for the quarter ended December 31, 2020.

Full Year Financials

Revenues for 2021 were $301.1 million compared with $259.7 million in 2020.

For 2021, operating income of $117.4 million was bolstered by a $20.8 million benefit from CEO compensation waivers. Operating income for 2020 was $99.6 million, enhanced by the $14.7 million benefit from CEO compensation waivers.

For the year, mark-to-market investment gains were $8.7 million higher at $0.8 million in 2021 versus losses of $7.9 million in 2020. Interest expense was higher at $2.9 million for 2021 and $2.6 million for 2020. There were charges for the SDCC programs of $11.3 million and $5.4 million in 2021 and 2020, respectively.

GAMCO’s effective tax rate for 2021 was 29.6% versus 29.9% for 2020.

Management Market Commentary

Last year was a good one for the economy and for markets.  This year has begun with added volatility as the market is influenced by a set of dynamics we frame as the “Six I’s”: Inflation, Interest Rates, Infrastructure, Income Taxes, International/Internal Relations and Infection.  Ultimately, we expect the economy and earnings growth to remain strong.  The normalization of financial conditions should be positive for fundamental driven investing in general and our style of Value investing in particular.

For a more detailed outlook, please see our annual client letter on our website:

https://gab-pr.s3.us-east-2.amazonaws.com/2021GAMCOAnnualLetter.pdf

Business Highlights

- The Gabelli Dividend & Income Trust (NYSE: GDV) completed the offering of $150 million of 4.25% Series K Cumulative Preferred Shares.

- The Gabelli Healthcare & Wellness Trust (NYSE: GRX) completed a private placement of $40 million of 4% Series E Cumulative Preferred Shares.

- The Gabelli Equity Trust (NYSE: GAB) has an initial closing of a private placement of 4.25% Series M Cumulative Preferred Shares.

- The Gabelli Global Small and Mid Cap Value Trust (NYSE: GGZ) raised $40 million via a private placement of 4% Series B Cumulative Preferred Shares.

- On November 1^st and 2^nd, we hosted our 45^th Annual Automotive Conference, “Batteries Included,” in person in Las Vegas and virtually. The symposium featured presentations from senior management of leading automotive and electric vehicle suppliers, with an emphasis on the battery ecosystem, technological innovation, and industry dynamics.

- We hosted our Third Annual Healthcare Symposium in conjunction with Columbia Business School on November 19^th.

Subsequent to the end of the 4^th quarter:

- On January 3, 2022, the third Gabelli actively managed semi-transparent ETF was launched.  The ETF will focus on firms that design, develop, support, or manufacture automation equipment, related technology, software, or processes. The Fund’s adviser is absorbing expenses including management fees on the first $25 million of net assets for one year from the commencement of the Fund’s operations.

Balance Sheet

GAMCO ended the quarter with cash and investments of $159.4 million and $51.0 million of subordinated debt maturing on June 15, 2023.

Return to Shareholders

During the quarter, GAMCO doubled its regular quarterly dividend to $0.04 per share and purchased 353,333 shares for $8.7 million at an average price of $24.62 per share. From January 1, 2022 to February 3, 2022, the Company has purchased 56,336 shares at an average price of $23.46 per share.

On February 3 2022, GAMCO’s board of directors declared a regular quarterly dividend of $0.04 per share, which is payable on March 29, 2022 to class A and class B shareholders of record on March 15, 2022.

About GAMCO Investors, Inc.

GAMCO is known for its research-driven approach to equity investing. GAMCO conducts its investment advisory business principally through two subsidiaries: GAMCO Asset Management Inc. (approximately 1,400 institutional and private wealth separate accounts, principally in the U.S.) and Gabelli Funds, LLC (24 open-end funds, 14 closed-end funds, 3 actively managed semi-transparent ETFs, and a SICAV). GAMCO serves a broad client base including institutions, intermediaries, offshore investors, private wealth, and direct retail investors. In recent years, GAMCO has successfully integrated new teams of RIAs by providing attractive compensation arrangements and paying finder’s fees.

GAMCO offers a wide range of solutions for clients across Value, Growth Equity, ESG, Convertibles, actively managed semi-transparent ETFs, sector-focused strategies including Gold and Utilities, Merger Arbitrage, and Fixed Income. In 1977, GAMCO launched its flagship All Cap Value strategy, Gabelli Value, and in 1986 launched its mutual fund business.

Table I: Assets Under Management and Fund Flows - 4th Quarter 2021 (in millions)
											Fund
								Market			distributions,
	September 30,							appreciation/			net of			December 31,		December 31,
	2021		Inflows		Outflows			(depreciation)			reinvestments			2021		2020
Equities:
Mutual Funds	$	9,856	$	280	$	(473	)	$	617		$	(31	)	$	10,249	$	9,541
Closed-end Funds		8,238		298		(4	)		281			(157	)		8,656		7,773
Institutional & PWM (a)		13,051		126		(456	)		776			-			13,497		12,371
SICAV		728		134		(29	)		(2	)		-			831		474
Total Equities		31,873		838		(962	)		1,672			(188	)		33,233		30,159
100% U.S. Treasury Fund		1,634		868		(785	)		-			-			1,717		2,370
Institutional & PWM Fixed Income		32		-		-			-			-			32		32
Total Treasuries & Fixed Income		1,666		868		(785	)		-			-			1,749		2,402
Total Assets Under Management	$	33,539	$	1,706	$	(1,747	)	$	1,672		$	(188	)	$	34,982	$	32,561
(a) Includes $178, $183, and $166 of 100% U.S. Treasury Fund AUM at September 30, 2021, December 31, 2021, and December 31, 2020, respectively.

Table II
GAMCO INVESTORS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2021			2020			2021			2020
Investment advisory and incentive fees	$	75,029		$	64,991		$	274,531		$	233,628
Distribution fees and other income		6,638			6,357			26,595			26,098
Total revenues		81,667			71,348			301,126			259,726
Compensation costs (a) (b)		34,241			29,859			118,186			102,347
Management fee expense (b)		-			1,651			5,552			5,376
Distribution costs		7,753			7,216			30,276			28,474
Other operating expenses		10,232			8,938			29,692			23,920
Total expenses		52,226			47,664			183,706			160,117
Operating income		29,441			23,684			117,420			99,609
Investment gain/(loss)		(1,916	)		4,492			819			(7,869	)
Interest expense		(818	)		(635	)		(2,919	)		(2,620	)
Shareholder-designated contribution		(11,279	)		-			(11,279	)		(5,436	)
Non-operating gain/(loss)		(14,013	)		3,857			(13,379	)		(15,925	)
Income before income taxes		15,428			27,541			104,041			83,684
Provision for income taxes		4,441			7,818			30,842			24,991
Net income	$	10,987		$	19,723		$	73,199		$	58,693
Net income:
Basic	$	0.42		$	0.75		$	2.79		$	2.21
Diluted	$	0.41		$	0.74		$	2.73		$	2.20
Weighted average shares outstanding:
Basic		26,142			26,439			26,267			26,571
Diluted		26,654			26,680			26,809			26,680
Actual shares outstanding (c)		26,728			27,503			26,728			27,503
(a) For the twelve months ended December 31, 2020, compensation costs were reduced by $1,409
due to indexing of deferred compensation to the GBL stock price.
(b) The CEO waiver reduced compensation costs by $6,741, $3,821, $17,118, and $12,367, respectively
and management fee expense by $869, $885, $3,696, and $2,293, respectively.
(c) Includes 411 and 1,080 RSA shares at December 31, 2021 and 2020, respectively.

Table III
GAMCO INVESTORS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands)
	December 31,		December 31,
	2021		2020
ASSETS
Cash, cash equivalents, and U.S. Treasury Bills	$	142,027	$	98,313
Investments in securities		32,344		25,845
Other receivables		35,269		34,054
Deferred tax asset and income tax receivable		6,707		9,462
Other assets		15,651		17,728
Total assets	$	231,998	$	185,402
LIABILITIES AND STOCKHOLDERS' EQUITY
Payable for investments purchased	$	14,990	$	-
Securities sold, not yet purchased		-		799
Income taxes payable		315		3,910
Compensation payable		21,049		21,543
Accrued expenses and other liabilities		50,774		48,024
Sub-total		87,128		74,276
5.875% Senior Notes (due June 1, 2021)		-		24,215
Subordinated Notes (due June 15, 2023)		50,990		-
Total liabilities		138,118		98,491
Stockholders' equity (a)		93,880		86,911
Total liabilities and stockholders' equity	$	231,998	$	185,402
(a) Shares outstanding of 26,728, and 27,503, respectively.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this press release, which do not present historical information, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, the economy, the effects of the Tax Cuts and Jobs Act, and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe. Therefore, you should proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Some of the factors that may cause our actual results to differ from our expectations include risks associated with the duration and scope of the ongoing coronavirus pandemic resulting in volatile market conditions, a decline in the securities markets that adversely affect our assets under management, negative performance of our products, the failure to perform as required under our investment management agreements, a general downturn in the economy that negatively impacts our operations, and the ongoing impacts of the Tax Cuts and Jobs Act with respect to tax rates and the non-deductibility of certain portions of named executive officer compensation. We also direct your attention to the more specific discussions of these and other risks, uncertainties and other important factors contained in our Annual Report on Form 10-K and other public filings. Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as may be required by law.

Gabelli Funds, LLC is a registered investment adviser with the Securities and Exchange Commission and is a wholly owned subsidiary of GAMCO Investors, Inc. (NYSE: GBL).

Investors should carefully consider the investment objectives, risks, charges and expenses of the Fund before investing. The prospectus, which contains more complete information about this and other matters, should be read carefully before investing. To obtain a prospectus, please call 800 GABELLI or visit www.gabelli.com

XML

Document and Entity Information	Feb. 03, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 03, 2022
Entity Registrant Name	GAMCO INVESTORS, INC. ET AL
Entity Incorporation, State or Country Code	DE
Entity File Number	001-14761
Entity Tax Identification Number	13-4007862
Entity Address, Address Line One	191 Mason Street
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06830
City Area Code	203
Local Phone Number	629-2726
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001060349
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	GBL
Security Exchange Name	NYSE